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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 1998
NETWORKS ASSOCIATES, INC.
(FORMERLY MCAFEE ASSOCIATES, INC.)
(Exact name of registrant as specified in its charter)
Delaware 000-20558 77-0316593
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
2805 Bowers Avenue
Santa Clara, California 95051
(Address of principal executive offices)
(408) 988-3832
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On February 10, 1998, Networks Associates, Inc. issued a press release with
respect to its proposed private offering to qualified institutional buyers of
zero coupon convertible subordinated debentures to raise approximately $300
million (excluding the proceeds of an over-allotment option, if any). Sale of
the debentures is subject to market and other conditions, and there can be no
assurance that debentures will be sold or that the net proceeds of any sale will
not be lower than anticipated.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
99.1 Press Release dated February 10, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NETWORKS ASSOCIATES, INC.
By: /s/ Prabhat K. Goyal
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Dated: February 12, 1998 Prabhat K. Goyal
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated February 10, 1998.
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FOR IMMEDIATE RELEASE Investor Contact: Michelle Wieber
Network Associates
(408) 346-3152
Media Contact: Jennifer Keavney
Network Associates
(408) 346-3278
NETWORK ASSOCIATES, INC. ANNOUNCES
OFFERING OF CONVERTIBLE SUBORDINATED DEBENTURES
SANTA CLARA, Calif., February 10, 1998--Network Associates, Inc. (Nasdaq: NETA),
formed by the merger of McAfee Associates and Network General, announced today
that it intends, subject to market and other conditions, to raise up to
approximately $300 million (excluding the proceeds of an over allotment option,
if any) through a private offering of zero coupon convertible subordinated
debentures to qualified institutional buyers. The Company stated that it intends
to use the net proceeds of the offering, together with its existing year-end
cash balances and short term investments of approximately $350 million, to
provide greater financial flexibility in connection with future business
opportunities, and for working capital and general corporate purposes. No other
terms were disclosed.
The offered securities will not be registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons
absent registration under the Securities Act and applicable state securities law
or available exemptions from such registration requirements. Accordingly, the
securities will be offered and sold in the United States solely to qualified
institutional buyers as defined in Rule 144A under the Securities Act. Sale of
the debentures is subject to market and other conditions, and there can be no
assurance that debentures will be sold or that the net proceeds of any sale will
not be lower than anticipated.
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